Discontinued Operations and Divestiture | Note 5—Discontinued Operations and Divestiture Lumo Fin la As a result of the continued volatility of the energy market in Europe, in July 2022, the Company initiated a plan to dispose of certain assets and liabilities of Lumo Finland and Lumo Sweden. From July 13, 2022 to July 19, 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden for a gross aggregate amount of €41.1 million (equivalent to approximately $41.4 million at the dates of the transactions) before fees and other costs. The sale price is expected to be settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025. The net book value of the instruments sold was €34.2 million (equivalent to $35.8 million). In July 2022, Lumo Sweden entered into a transaction to transfer, effective August 5, 2022, its customers to a third party for a nominal consideration. In Finland entered into a transaction to transfer its variable rate customers to a third party for € million (equivalent to $ million) and terminated the contracts of fixed rate customers. The Company determined that exiting operations in Lumo Finland and Lumo Sweden represented a strategic shift that will have a major effect on the Company's operations and financial statements and accordingly, the results of operations and related cash flows are presented as discontinued operations for all periods presented. The assets and liabilities of the discontinued operations have been presented separately, and are reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of September 30, 2022 and December 31, 2021. Lumo Finland and Lumo Sweden will continue to liquidate their remaining receivables and settle any remaining liabilities. The following table represents summarized balance sheet information of assets and liabilities of the discontinued operations of Lumo Finland and Lumo Sweden: September 30, 2022 December 31, 2021 (in thousands) Assets Cash $ 5,470 $ 1,924 Trade accounts receivable, net 878 11,048 Fair value of derivative contracts—current — 12,826 Receivables from the settlement of the derivative contract —current 29,063 4,655 Other current assets 277 2,784 Current assets of discontinued operations $ 35,688 $ 33,237 Receivables from the settlement of the derivative contract —noncurrent $ 13,496 $ — Other noncurrent assets 355 1,172 Noncurrent assets of discontinued operations $ 13,851 $ 1,172 Liabilities Accounts payable $ 2,424 $ 19,013 Accrued expenses 1,280 1,518 Income taxes payable 1,675 280 Other current liabilities 352 393 Current liabilities of discontinued operations $ 5,731 $ 21,204 Deferred tax liabilities $ 9,502 $ — Other noncurrent liabilities — 438 Noncurrent liabilities of discontinued operations $ 9,502 $ 438 The summary of the results of operations of the discontinued operations were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) Revenues $ 4,558 $ 7,474 $ 25,247 $ 24,937 Cost of revenues 7,042 670 (8,358 ) 17,573 Gross (loss) profit (2,484 ) 6,804 33,605 7,364 Selling, general and administrative expenses 3,275 987 5,190 3,292 (Loss) income from operations (5,759 ) 5,817 28,415 4,072 Gain from the settlement of assets 7,792 — 7,792 — Income before income taxes 2,033 5,817 36,207 4,072 Provision for income taxes (3,492 ) (295 ) (10,278 ) (323 ) Net (loss) income from discontinued operations, net of taxes $ (1,459 ) $ 5,522 $ 25,929 $ 3,749 Income before income taxes attributable to Genie Energy Ltd. $ 4,836 $ 5,352 $ 36,206 $ 3,572 The following table presents a summary of cash flows of the discontinued operations : Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 (in thousands) Net income from discontinued operations, net of taxes $ 25,929 $ 3,749 Non-cash items 1,546 728 Changes in assets and liabilities (19,325 ) (5,233 ) Cash flows from (used in) operating activities of discontinued operations $ 8,150 $ (756 ) On November 3, 2022, the Company acquired additional minority interests in Lumo Finland and Lumo Sweden from an employee for 132,302 restricted Class B common stock of the Company, which will vest ratably from November 2022 to May 2025. The Company increased its interest in Lumo Finland from 91.6% to 96.6% and increased from 98.8% to 100% in Lumo Sweden. United Kingdom Operations On July 17, 2017 October 8, 2020 On October 8, 2020 the Company entered into an agreement (the “Purchase Agreement”) with EGC under which GEUK purchased EGC’s remaining interest in Shoreditch. In the third quarter of 2021, the natural gas and energy market in the U.K. deteriorated which prompted the Company to start the process of orderly withdrawal from the U.K. market. In October 2021, as part of the orderly exit process, Orbit and Shell U.K. Limited agreed to terminate the exclusive supply contract between them. As part of the termination agreement, Orbit was required to unwind all physical forward hedges with Shell which resulted in net cash proceeds after settlement of all related liabilities with Shell. Following the termination of the contract with Shell, Orbit filed a petition with the High Court of Justice Business and Property of England and Wales (the “Court”) to declare Orbit insolvent based on the Insolvency Act of 1986. On November 29, 2021, the Court declared Orbit insolvent, revoked Orbit's license to supply electricity and natural gas in the United Kingdom, ordered the current customers to be transferred to “supplier of last resort” and transfer the administration of Orbit to Administrators effective December 1, 2021. All of the customers of Orbit were transferred to a third-party supplier effective December 1, 2021 as ordered by the Court. All assets and liabilities of the Orbit, including cash and receivables remain with Orbit and the management and control of which was transferred to Administrators. The Company expects that the administration of Orbit will be completed in 2022 . In the fourth quarter of 2021, Orbit transferred to GEIC a net amount of $49.7 million from the proceeds of the settlement of the contract with Shell which is included in cash and cash equivalents in the consolidated balance sheet as of December 31, 2021. In January 2022, the Company transferred $21.5 million to the Administrators of Orbit Energy to fund the settlement of the expected remaining liabilities of Orbit of $30.8 million, which were included in the current liabilities of discontinued operations in the consolidated balance sheet as of December 31, 2021. In February 2022, the Company deposited $28.3 million into an attorney trust account to hold, preserve, and dispense funds to the extent needed in connection with the administration process. On February 24, 2022, the Administrators filed a petition under Chapter 15 of the U.S. Bankruptcy Code with the Bankruptcy Court of the Southern District of New York seeking (i) recognition of the U.K. administration proceeding as a foreign main proceeding and the U.K. Administrators as its foreign representatives, and (ii) entrusting distribution of the funds the Company deposited into its attorney’s trust fund to the U.K. Administrators. In the second quarter of 2022, the Administrators filed an application to transfer the funds back to the Administrators’ control in the U.K. Subject to certain representations and expectations regarding use and application of the funds to efficiently and expeditiously pay off creditors and bring a timely close to the insolvency administration, the Company decided not to oppose the application, and the $28.3 million was transferred to the account of the Administrator. In August 2022, the Administrator paid the Company a partial return of its interest in Orbit of £4.6 million (equivalent to $5.4 million). The Company believes that the funds remaining with the Administrators are more than sufficient to pay any remaining creditors of Orbit (with any surplus, which the Company expects to be significant, to be returned to the Company). The Company determined that exiting operations in the United Kingdom represented a strategic shift that will have a major effect on the Company's operations and financial statements and accordingly, the results of operations and related cash flows are presented as discontinued operations for all periods presented. December 31, 2021. As a result of loss of control, the Company deconsolidated Orbit effective December 1, 2021 nd estimated the remaining liability related to its ownership of Orbit. The summary of results of operations of the discontinued operations were as follows: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 (in thousands) Total revenues $ 18,036 $ 67,214 Cost of revenues 17,070 58,814 Gross profit 966 8,400 Selling, general and administrative expenses 10,724 22,447 Impairment of assets 6,650 6,650 Net loss before taxes (16,408 ) (20,697 ) Provision for income taxes 28 43 Loss from discontinued operations, net of taxes $ (16,436 ) $ (20,740 ) The carrying value of the Company's interest in Orbit was net investments of $ 13.2 30.8 The following table presents a summary of cash flows of the discontinued operations for the Nine Months Ended September 30, 2021: Net loss $ (20,740 ) Non-cash items 15,630 Changes in assets and liabilities 6,880 Cash flows from operating activities of discontinued operations $ 1,770 The assets and liabilities of Orbit were included in the GRE International segment. Divestiture of Genie Japan In March 2021, the Company initiated a plan to sell certain assets and liabilities of Genie Japan. In the first quarter of 2021, certain assets and liabilities of Genie Japan were reclassified as assets and liabilities held for sale and reported at lower of fair value less cost to sell and net book value. On April 26, 2021, the Company entered into an Equity Purchase Agreement ("Purchase Agreement") with Hanhwa Q Cells Japan Co., Ltd. ("Hanhwa"), pursuant to which, the Company agreed to sell its interest in Genie Japan for ¥570.0 million (equivalent to approximately $5.3 million at April 26, 2021) subject to certain terms and conditions set forth in the Purchase Agreement. On May 11, 2021, upon the terms and subject to the conditions of Purchase Agreement, the Company completed the divestiture of Genie Japan for an aggregate cash consideration of ¥570.0 million (equivalent to approximately $5.2 million at May 11, 2021). Hanhwa also assumed the outstanding balance of the loan payable of Genie Japan. The Company paid $0.6 million of commission to certain former employees of Genie Japan and recognized a pre-tax gain of $4.2 million from the divestiture. The carrying values of assets and liabilities divested at May 11, 2021 which were previously classified as held for sale included the following: (in thousands) Cash $ 83 Trade accounts receivable 1,737 Prepaid and other current assets 391 Intangible (license) 540 Other noncurrent assets 296 Accounts payables (611 ) Accrued expenses and other current liabilities (588 ) Loan payable (1,372 ) Cumulative translation adjustment (181 ) Noncontrolling interest 114 Net assets $ 409 The assets and liabilities of Genie Japan were included in GRE International segment. |